A board member's role includes flagging strategic risks, including geopolitical exposure that could drastically limit future acquirers or prevent an IPO. Advising a CEO to relocate teams from a high-risk country is not operational meddling, but a core governance duty.

The financial benefit of many shareholder lawsuits is illusory. Payouts for breaches of duty typically come from Directors & Officers (D&O) insurance policies, which the corporation itself pays for. This circular flow of funds means shareholders are indirectly paying for their own settlement, questioning the efficacy of such litigation.

Corporate statutes in Delaware are not primarily created by legislators, who often lack expertise. Instead, the Delaware State Bar Association's corporate law section drafts proposed statutes in a technocratic manner, which the legislature then typically rubber-stamps, further shielding the process from partisan politics.

The court nullified Elon Musk's Tesla pay package not because of its size, but because it was a 'conflicted transaction' that wasn't properly 'cleansed.' The board members deciding the pay were not truly independent of Musk, and shareholders weren't fully informed, leaving no impartial decision-maker in the process.

Competition from states like Nevada and Texas, which market themselves as having higher barriers to shareholder lawsuits, is forcing Delaware's hand. To avoid losing its corporate charter business, Delaware has also weakened its own laws, contributing to an overall erosion of shareholder rights across jurisdictions.

Delaware's status as a corporate haven is no accident. In the late 1800s, it strategically designed its legal system to be pro-business by constitutionally mandating political balance on its courts and requiring a two-thirds legislative vote to change corporate code, insulating corporate law from political pressure.

Wood calls current accredited investor laws, which restrict private market access based on wealth, "un-American." She argues it's illogical when anyone can buy lottery tickets. Her proposed solution is a simple knowledge-based test on diversification and asset classes to democratize access to venture-style investments for retail investors.

The current threat of companies leaving Delaware is not new. In the 1980s, after court rulings increased director liability and limited hostile takeover defenses, boards threatened to leave. This pressure forced Delaware's legislature to amend its corporate code, making it significantly more protective of managers and directors.

A 'hostile' takeover bid is not defined by personal animosity but by a specific procedural move. After being rejected by a target company's board, the acquirer bypasses them and makes their offer directly to the shareholders. The 'hostile' element is the act of circumventing the board's decision-making authority.